This operation was the second major operation in Fallujah. Earlier, in April 2004, coalition forces fought the First Battle of Fallujah in order to capture or kill insurgent elements considered responsible for the deaths of a Blackwater Security team. When coalition forces fought into the center of the city, the Iraqi government requested that the city's control be transferred to an Iraqi-run local security force, which then began stockpiling weapons and building complex defenses across the city through mid-2004.[16] The second battle was the bloodiest battle of the entire Iraq War, and is notable for being the first major engagement of the Iraq War fought solely against insurgents rather than the forces of the former Ba'athist Iraqi government, which was deposed in 2003.

Within days, U.S. Marine Corps forces launched Operation Vigilant Resolve (April 4, 2004) to take back control of the city from insurgent forces. On April 28, 2004, Operation Vigilant Resolve ended with an agreement where the local population was ordered to keep the insurgents out of the city.[16] The Fallujah Brigade, composed of local Iraqis under the command of Muhammed Latif, a former Ba'athist general, was allowed to pass through coalition lines and take over the city.[citation needed]

Insurgent strength and control began to grow to such an extent that by September 24, 2004, a senior U.S. official told ABC News that catching Abu Musab al-Zarqawi, said to be in Fallujah, was now "the highest priority," and estimated his troops at 5,000 men, mostly non-Iraqis.[18]

November 7, 2004: U.S. Marines stage just north of Fallujah. The city was under complete insurgent control with no American presence since April, and there were a large number of booby traps and IEDs set in place.[16][19] Additionally, elevated sniper and fortified defensive positions had been created in preparation for a major offensive. American UAVs observed insurgents conducting live-fire exercises in the city in preparation for the coming attack.

November 8, 2004: Operation Phantom Fury begins.

November 16, 2004: American spokesmen describe fighting in the city as mopping up isolated pockets of resistance.

December 23, 2004: Last pockets of resistance are neutralized. Three U.S. Marines are killed in the last skirmish, along with 24 insurgents.[20] Operation Phantom Fury is the bloodiest battle of the Iraq War.

Before beginning their attack, U.S. and Iraqi forces had established checkpoints around the city to prevent anyone from entering the city, and to intercept insurgents attempting to flee.

In addition, overhead imagery was used to prepare maps of the city for use by the attackers. American units were augmented by Iraqi interpreters to assist them in the planned fight. After weeks of withstanding air strikes and artillery bombardment, the militants holed up in the city appeared to be vulnerable to direct attack.

U.S., Iraqi and British forces totaled about 13,500. The U.S. had gathered some 6,500 Marines and 1,500 Army soldiers that would take part in the assault with about 2,500 Navy personnel in support roles.[2] U.S. troops were grouped in two Regimental Combat Teams: Regimental Combat Team 1 comprised 3rd Battalion/1st Marines, 3rd Battalion/5th Marines, Naval Mobile Construction Battalion 4 and 23 (Seabees) as well as the U.S. Army's 2nd Battalion/7th Cavalry. Regimental Combat Team 7 comprised the 1st Battalion/8th Marines, 1st Battalion/3rd Marines, the U.S. Army's 2nd Battalion/2nd Infantry and 2nd Battalion/12th Cavalry.[21] About 2,000 Iraqi troops assisted with the assault.[2] All were supported by aircraft and U.S. Marine and U.S. Army artillery battalions.

The 850-strong 1st Battalion of the Black Watch was ordered to help U.S. and Iraqi forces with the encirclement of Fallujah.[22]

In April, Fallujah was defended by about 500 "hardcore" and 2,000+ "part time" insurgents. By November, it was estimated[who?] that the numbers had doubled. Another estimate put the number of insurgents at 3,000; however, a number of insurgent leaders escaped before the attack.[23] By the time of the attack on Fallujah in November 2004, the number of insurgents in the city was estimated at around 3,000 to 4,000.[5]

The Iraqi insurgents and foreign mujahadeen present in the city prepared fortified defenses in advance of the anticipated attack.[16][19] They dug tunnels, trenches, prepared spider holes, and built and hid a wide variety of IEDs.[16][19] In some locations they filled the interiors of darkened homes with large numbers of propane bottles, large drums of gasoline, and ordnance, all wired to a remote trigger that could be set off by an insurgent when troops entered the building. They blocked streets with Jersey barriers and even emplaced them within homes to create strong points behind which they could attack unsuspecting troops entering the building.[24] Insurgents were equipped with a variety of advanced small arms, and had captured a variety of U.S. armament, including M14s, M16s, body armor, uniforms and helmets.[24]

They booby-trapped buildings and vehicles, including wiring doors and windows to grenades and other ordnance. Anticipating U.S. tactics to seize the roof of high buildings, they bricked up stairwells to the roofs of many buildings, creating paths into prepared fields of fire which they hoped the troops would enter.[24]

Intelligence briefings given prior to battle reported that coalition forces would encounter Chechen, Filipino, Saudi, Iranian, Libyan, and Syrian combatants, as well as native Iraqis.[25]

Meanwhile, most of Fallujah's civilian population fled the city, which greatly reduced the potential for noncombatant casualties.[24] U.S. military officials estimated that 70–90% of the 300,000 civilians in the city fled before the attack.[23]

U.S. Army soldiers from TF 2–7 CAV, prepare to enter a building during fighting in Fallujah.

Ground operations began on the night of November 7, 2004. Attacking from the west and south, the Iraqi 36th Commando Battalion with their U.S. Army Special Forces advisers and the U.S. Marine Corps Scout Platoon, 2nd Infantry Division's 2nd and 1st Platoon C CO 1–9 INF(MANCHU), 3rd Platoon Alpha Company 2/72nd Tank Battalion, and 3rd Light Armored Reconnaissance Battalion, reinforced by Bravo Company from the Marine Corps Reserve's 1st Battalion, 23rd Regiment, and supported by Combat Service Support Company 113, from Combat Service Support Battalion 1, captured Fallujah General Hospital and villages opposite of the Euphrates River along Fallujah's western edge.[26] Troops from the 1st Battalion, 3rd Marines fired 81mm mortars in an operation in south Fallujah. The same unit, operating under the command of the U.S. Army III Corps, then moved to the western approaches to the city and secured the Jurf Kas Sukr Bridge.[26] These initial attacks, however, were a diversion intended to distract and confuse the insurgents holding the city.

After Navy Seabees from I MEF Engineer Group (MEG) interrupted and disabled electrical power at two substations located just northeast and northwest of the city, two Marine Regimental Combat Teams, the Regimental Combat Team 1 (RCT-1) and Regimental Combat Team 7 (RCT-7) launched an attack along the northern edge of the city. They were joined by two U.S. Army heavy battalion-sized units, the 2nd Battalion, 7th Cavalry Regiment, and 2nd Battalion, 2nd Infantry Regiment (Mechanized). These two battalions were followed by four infantry battalions who were tasked with clearing the remaining buildings. The Army's mechanized Second Brigade, First Cavalry Division, augmented by the Marine's Second Reconnaissance Battalion and, for a few days, the 1st Battalion, 5th Infantry Regiment, was tasked to surround the city.[27] The British Army's 1st Battalion, The Black Watch, patrolled the main highways to the east. The RCT's were augmented by three 6-man SEAL Sniper Teams from Naval Special Warfare Task Group-Central and one Platoon from 1st Recon who provided advance reconnaissance and overwatch throughout the operation.

The six battalions of Army, Marine and Iraqi forces, moving under the cover of darkness, began the assault in the early hours of November 8, 2004 prepared by an intense artillery barrage and air attack. This was followed by an attack on the main train station that was then used as a staging point for follow-on forces. By that afternoon, under the protection of intense air cover, Marines entered the Hay Naib al-Dubat and al-Naziza districts. The Marines were followed in by the Navy Seabees of NMCB 4 and NMCB 23 who bulldozed the streets clear of debris from the bombardment that morning. The Seabees used Armored bulldozers to plow the streets while remaining safe and protected from enemy fire. Shortly after nightfall on November 9, 2004, Marines had reportedly reached Phase Line Fran at Highway 10 in the center of the city.

An air strike is called in on a suspected insurgent hideout in Fallujah.

The 3rd Bn 5th Marines cleared the Northern Sector Highway - 10 city blocks of infiltrated pockets of resistance. Some units deemed combat ineffective handed clearing operations to Darkhorse Marines. They spearheaded the assault into the harshest area of the city known as the 'Jolan District.' The Battalion sustained 19 Marines killed in action, one died of wounds in 2012 and, 245 wounded during the operation.

While most of the fighting subsided by November 13, 2004, U.S. Marines continued to face determined isolated resistance from insurgents hidden throughout the city. By November 16, 2004, after nine days of fighting, the Marine command described the action as mopping up pockets of resistance. Sporadic fighting continued until December 23, 2004.

In this series of photographs a Marine and Corpsman from 1st Battalion 8th Marines attempt to recover a Marine wounded by a sniper; the sniper then shoots one of the would-be rescuers.[28]

Despite its success, the battle was not without controversy. On November 16, 2004, NBC News aired footage that showed a U.S. Marine, with 3rd Battalion 1st Marines, killing a wounded Iraqi fighter. In this video, the Marine was heard claiming that the Iraqi was "playing possum". U.S. Navy investigators NCIS later determined that the Marine was acting in self-defense.[29] The AP reported that military-age males attempting to flee the city were turned back by the U.S. military.[30]

By late January 2005, news reports indicated U.S. combat units were leaving the area, and were assisting the local population in returning to the now heavily-damaged city.

U.S. Army soldiers rush a wounded soldier to a waiting U.S. Marine CH-46E Sea Knight helicopter during the Second Battle of Fallujah in November 2004.

The battle proved to be the bloodiest of the war and the bloodiest battle involving American troops since the Vietnam War. Comparisons with the Battle of Hue City and the Pacific campaign of World War II were made.[36] Coalition forces suffered a total of 107 killed and 613 wounded during Operation Phantom Fury. U.S. forces had 54 killed and 425 wounded in the initial attack in November.[7] By December 23 when the operation was officially concluded, the casualty number had risen to 95 killed and 560 wounded.[37] British forces had 4 killed and 10 wounded in two separate attacks in the outskirts of Fallujah.[9][10] Iraqi forces suffered 8 killed and 43 wounded.[7] Estimates of insurgent casualties are complicated by a lack of official figures. Most estimates place the number of insurgents killed at around 1,200[12] to 1,500,[11] with some estimations as high as over 2,000 killed.[7][37] Coalition forces also captured approximately 1,500 insurgents during the operation.[11] The Red Cross estimated directly following the battle that some 800 civilians had been killed during the offensive.[13]

Fallujah suffered extensive damage to residences, mosques, city services, and businesses. The city, once referred to as the "City of Mosques", had over 200 pre-battle mosques of which 60 or so were destroyed in the fighting. Many of these mosques had been used as arms caches and weapon strongpoints by Islamist forces[citation needed]. Of the roughly 50,000 buildings in Fallujah, between 7,000 and 10,000 were estimated to have been destroyed in the offensive and from half to two-thirds of the remaining buildings had notable damage.[39][40]

While pre-offensive inhabitant figures are unreliable, the nominal population was assumed to have been 200,000–350,000. One report claims that both offensives, Operation Vigilant Resolve and Operation Phantom Fury, created 200,000 internally displaced persons who are still living elsewhere in Iraq.[41] While damage to mosques was heavy, coalition forces reported that 66 out of the city's 133 mosques had been found to be holding significant amounts of insurgent weaponry.[42]

A city street in Fallujah heavily damaged by the fighting.

In mid-December, residents were allowed to return after undergoing biometric identification, provided they wore their ID cards all the time. Reconstruction progressed slowly and mainly consisted of clearing rubble from heavily-damaged areas and reestablishing basic utilities. Only 10% of the pre-offensive inhabitants had returned as of mid-January, and only 30% as of the end of March 2005.[43]

Nevertheless, the battle proved to be less than the decisive engagement that the U.S. military had hoped for. Some of the nonlocal insurgents, along with Zarqawi, were believed to have fled before the military assault, leaving mostly local militants behind. Subsequent U.S. military operations against insurgent positions were ineffective at drawing out insurgents into another open battle, and by September 2006, the situation had deteriorated to the point that the Al-Anbar province that contained Fallujah was reported to be in total insurgent control by the U.S. Marine Corps, with the exception of only pacified Fallujah, but now with an insurgent-plagued Ramadi.[44][45]

After the U.S. military operation of November 2004, the number of insurgent attacks gradually increased in and around the city, and although news reports were often few and far between, several reports of IED attacks on Iraqi troops were reported in the press. Most notable of these attacks was a suicide car bomb attack on June 23, 2005 on a convoy that killed 6 Marines. Thirteen other Marines were injured in the attack. However, fourteen months later insurgents were again able to operate in large numbers.

A third push was mounted from September 2006 and lasted until mid-January 2007. Tactics developed in what has been called the "Third Battle of Fallujah," when applied on a larger scale in Ramada and the surrounding area, led to what became known as "the Great Sunni Awakening." After four years of bitter fighting, Fallujah was turned over to the Iraqi Forces and the Iraqi Provincial Authority during the autumn of 2007.

An American M-109A6 self-propelled howitzer fires at insurgent positions during the Second Battle of Fallujah.

On November 10, 2004, the Washington Post reported that some U.S. artillery guns fired white phosphorus rounds that created a screen of fire.[47] Insurgents reported being attacked with a substance that melted their skin, a reaction consistent with white phosphorus burns.[47] On November 26, 2004, Dahr Jamail also reported that white phosphorus had been used in the battle.[48]

On November 16, 2005, BBC News reported that an article published in the March–April 2005 issue of Field Artillery, a U.S. Army magazine, noted that white phosphorus had been used during the battle. According to the article written by a captain, a first lieutenant, and a sergeant, "WP [White Phosphorus] proved to be an effective and versatile munition. We used it for screening missions at two breeches and, later in the fight, as a potent psychological weapon against the insurgents in trench lines and spider holes where we could not get effects on them with HE [High Explosives]. We fired "shake and bake" missions at the insurgents, using WP to flush them out and HE to take them out."[49] BBC News noted that the article had been discovered by bloggers after the U.S. ambassador in London, Robert Holmes Tuttle, stated that U.S. forces do not use napalm or white phosphorus as weapons.[49] The United States continues to maintain that white phosphorus was not used against civilians, but has since confirmed its use as an offensive heat weapon against enemy combatants.[51]

Six Days in Fallujah, is a video game that follows a squad of U.S. Marines from 3rd Battalion, 1st Marines over the span of the six bloodiest days in the battle for Fallujah. It was designed with input from active-duty and retired Marines from 3rd Battalion 1st Marines, as well as interviews from the U.S. Marines, Iraqi insurgents, and Iraqi civilians involved in the battle. Currently, the game has no publisher after being dropped by Konami for the controversy surrounding it and remains in limbo.[57]

Close Combat: First to Fight, is a video game that was also designed with input from former and active-duty U.S. Marines from 3rd Battalion, 1st Marines, who had participated in combat around Fallujah, Iraq during Operation Phantom Fury.

Phantom Fury: The 2nd Battle for Fallujah, is a solitaire board game based on the actions of 3rd Battalion, 1st Marine Regiment, 1st Marine Division in the Jolan district in November 2004.[58]